TERMS AND CONDITIONS OF SALE (B2B)

International Insignia Ltd

1. Definitions

1.1 In these Terms and Conditions (“Conditions”):

“Company” means International Insignia Ltd, a company registered in England and Wales (company number 05677472) whose registered office is at Unit 10, Dunstall Hill Industrial Estate, Gorsebrook Road, Wolverhampton, WV6 0PJ.

“Customer” means any business, company, partnership, sole trader or other entity acting in the course of trade, business or profession.

“Goods” means any products or materials supplied by the Company.

“Services” means any services provided by the Company, including (without limitation) design, artwork, sourcing, storage or logistics.

“Order” means the Customer’s order for Goods and/or Services.

“Contract” means the contract between the Company and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

“Written” / “in writing” includes email.

2. Scope and Application

2.1 These Conditions apply exclusively to business-to-business transactions.

2.2 These Conditions apply to all quotations, offers and Contracts unless expressly varied in writing by a director of the Company.

2.3 These Conditions prevail over any terms proposed by the Customer, including any terms contained in a purchase order, acknowledgement or similar document, unless expressly accepted in writing by a director of the Company.

2.4 The Company does not contract on the Customer’s standard terms.

2.5 The version of these Conditions in force at the date of acceptance of the Order shall apply.

3. Orders and Contract Formation

3.1 An Order constitutes an offer by the Customer to purchase Goods and/or Services subject to these Conditions.

3.2 A Contract is formed when the Company either:

• issues written acceptance of the Order; or

• dispatches the Goods,
  whichever occurs first.

3.3 The Customer is responsible for ensuring that the Order, specifications and all information supplied are complete and accurate.

3.4 The Company reserves the right to refuse any Order at its discretion.

4. Specifications, Samples and Variations

4.1 All descriptions, images, illustrations, sizes and specifications are approximate and provided for guidance only.

4.2 Samples are indicative only and do not form part of the Contract.

4.3 The Company may make reasonable changes to specifications where required by law or where such changes do not materially affect the Goods.

4.4 Colours, materials and finishes may vary between production batches.

5. Branded Components and Bespoke Items

5.1 Branded components or accessories sourced or produced specifically for the Customer, including labels, swing tags or packaging, are deemed bespoke.

5.2 The Customer remains fully liable for the cost of such items whether or not they are fully used.

5.3 The Company may invoice for unused branded components held in stock following termination or inactivity. Payment must be received before such items are released or dispatched.

6. Stock Held on Behalf of Customers

6.1 Where the Company agrees to hold stock on behalf of the Customer, such stock remains the responsibility of the Customer.

6.2 The Customer is liable for the full cost of all such stock regardless of whether or when it is drawn down or used.

6.3 Stock shall be deemed inactive where no orders or usage occur for a continuous period of 18 months.

6.4 Where stock remains unpaid or inactive, the Company may, after giving not less than 30 days’ written notice, sell or otherwise dispose of such stock and apply the proceeds against outstanding sums.

6.5 The Customer remains liable for any shortfall where disposal proceeds do not cover the outstanding balance.

7. Intellectual Property and Artwork

7.1 All artwork, designs, proofs, layouts, digital files or creative work produced by the Company (“Artwork”) remain the intellectual property of the Company unless otherwise agreed in writing.

7.2 Where no separate artwork or design fee has been charged, ownership of the Artwork remains with the Company.

7.3 Where the Customer pays a specific fee for the creation of Artwork, ownership of the copyright in that Artwork shall pass to the Customer upon full payment, unless otherwise agreed in writing.

7.4 Upon full payment, the Company grants the Customer a non-exclusive, non-transferable licence to use the Artwork solely for the purpose for which it was created.

7.5 The Customer warrants that it owns or has permission to use all logos, brand marks, characters or other materials supplied and shall indemnify the Company against all claims arising from their use.

7.6 Unless expressly prohibited in writing, the Company may use images of completed Goods and Artwork for marketing and promotional purposes.

8. Prices and Payment

8.1 Prices are as quoted or set out in the Company’s price list and are exclusive of VAT, delivery and duties.

8.2 Prices may be changed at any time prior to acceptance of an Order.

8.3 The Company may, at its discretion, require full payment or a deposit before commencing work, particularly for bespoke or customised Orders.

8.4 Payment terms are 30 days from invoice date unless otherwise agreed in writing.

8.5 Interest on overdue sums shall accrue at 8% above the Bank of England base rate, together with statutory late payment compensation.

8.6 The Company may suspend further deliveries or Services while any invoice remains unpaid.

8.7 All payments must be made in full without set-off or counterclaim.

9. Delivery and Risk

9.1 Delivery occurs when the Goods are collected, delivered to the Customer’s address or handed to a carrier.

9.2 Risk passes to the Customer upon delivery.

9.3 Delivery dates are estimates only. Time of delivery is not of the essence.

9.4 Claims for damaged, incorrect or missing Goods must be notified in writing within 5 working days of delivery, or such longer period as the Company may reasonably allow.

10. Returns

10.1 No returns are accepted without prior written authorisation.

10.2 Returned Goods must be unused and in original packaging. A handling charge of 20% plus VAT applies, reflecting inspection, repackaging and administration costs.

10.3 The Customer is responsible for return shipping costs.

10.4 Customised or decorated Goods are non-returnable unless faulty or supplied in error.

11. Title and Retention of Title

11.1 Title to Goods remains with the Company until all sums owed by the Customer to the Company have been paid in full.

11.2 Until title passes, the Customer must store Goods separately, insure them and allow access for inspection or repossession.

11.3 Where Goods are resold, the Customer shall hold the proceeds of sale on trust for the Company until payment is received in full.

12. Warranties

12.1 Goods shall conform in all material respects to their description and be of satisfactory quality.

12.2 The warranty does not apply to defects caused by misuse, alteration, wear and tear or incorrect care.

13. Limitation of Liability

13.1 The Company’s total aggregate liability arising out of or in connection with the Contract shall not exceed the total price paid under the Contract.

13.2 The Company shall not be liable for indirect or consequential loss, including loss of profit or business.

13.3 Nothing excludes liability for death or personal injury caused by negligence or for fraud.

14. Force Majeure

14.1 The Company shall not be liable for failure or delay caused by events beyond its reasonable control, including (without limitation) transport disruption, raw-material shortages, pandemic, fire or government action.

15. Termination and Suspension

15.1 The Company may suspend performance or terminate the Contract immediately where the Customer becomes insolvent, fails to pay or commits a material breach.

15.2 Upon termination, all outstanding sums become immediately due and payable. Clauses relating to payment, intellectual property and liability shall survive termination.

16. Governing Law and Jurisdiction

16.1 The Contract shall be governed by English law.

16.2 The courts of England and Wales shall have exclusive jurisdiction.

16.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.